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| --- | --- | --- | --- |
|  | 4.4.1 |  | If for any reason (other than as specified in Clause 4.4.2 below) the Delivery
of any Aircraft has not occurred on or before the Final Delivery Date, then in addition
to refund of the relevant Deposit(s) plus interest in accordance with the provisions of
Clause 5.2.2, GECAS on behalf of the relevant Seller will reimburse Purchaser’s
transaction expenses in the amount of [\*] (“**Transaction Fee Reimbursement**”) in respect
of any such Aircraft as consideration for the loss of the Aircraft from the portfolio
to be acquired hereunder. |
|  |
|  | 4.4.2 |  | GECAS will not have the obligation to make a Transaction Fee Reimbursement
pursuant to Clause 4.4.1 if the sale of Aircraft No. 5 to the Purchaser has not already
completed or if the failure of Delivery of an Aircraft by the Final Delivery Date is
the result of any of the following occurrences (i) any wilful breach by the relevant
Purchaser of any of its obligations under this Agreement (including the failure by the
relevant Purchaser to satisfy any of the Seller Conditions Precedent within the control |




 



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| --- | --- | --- |
|  |  |  |
| \* |  | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |


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